Hardman v. Alexander

Hardman v. Alexander

Hardman raised an arguable issue because his alleged admissions were ambiguous and credibility issues arising from the July 13, 1998 meetings must be resolved at trial; therefore summary judgment declaring Alexander President was dismissed. Under the low threshold for amendments, the court allowed adding Precious and an alternative winding up claim but denied amendment to enforce the January 2001 purchase offer because it raised a new cause of action and would unfairly prejudice the respondents.

Citation
2001 NSSC 137
Parties
Plaintiff: W.B. Hardman; Plaintiff: The Hardman Group Limited; Plaintiff: Bryman Enterprises Limited; Defendant and Plaintiff by Counterclaim: Christopher Alexander; Defendant and Plaintiff by Counterclaim: Susan Pratt; Defendant and Plaintiff by Counterclaim: Herman's Point Development Limited; Second Defendant: Ronald Stockton; Second Defendant: Bernadette Maxwell
Court
Supreme Court of Nova Scotia
Jurisdiction
Canada
Judgment Date
5 October 2001
Procedural Posture
Consolidated Civil Action (shareholder/company Dispute) / Chambers Application — Interlocutory (partial Summary Judgment and Amendment Applications)
Outcome
Alexander's application for declaratory relief that he is President dismissed; Hardman's application to add Dr. Precious as a plaintiff granted; Hardman's application to add a claim for winding up granted; Hardman's application to amend pleadings to enforce January 2001 offer to purchase dismissed.
Legal Topics
Summary Judgment, Amendment of Pleadings, Winding Up, Declaratory Relief, Directors and Officers, Shareholders Agreement
Source Language
English
Company Law Corporate Governance Civil Procedure Shareholder Disputes Summary Judgment Amendment of Pleadings Winding Up Declaratory Relief +2 more

Case Brief

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Parties

W.B. Hardman

Plaintiff

The Hardman Group Limited

Plaintiff

Bryman Enterprises Limited

Plaintiff

Christopher Alexander

Defendant and Plaintiff by Counterclaim

Susan Pratt

Defendant and Plaintiff by Counterclaim

Herman's Point Development Limited

Defendant and Plaintiff by Counterclaim

Ronald Stockton

Second Defendant

Bernadette Maxwell

Second Defendant

Procedural Posture

Consolidated Civil Action (shareholder/company Dispute) / Chambers Application — Interlocutory (partial Summary Judgment and Amendment Applications)

Legal Issues

  1. 1 Whether Christopher Alexander is the duly elected President of Herman's Point Development Limited
  2. 2 Whether admissions by Hardman constitute clear and unequivocal admissions entitling Alexander to summary judgment under CPR 13.04 and 21.03
  3. 3 Whether Hardman should be permitted to amend pleadings to add Dr. Precious as plaintiff

Ratio Decidendi

Hardman raised an arguable issue because his alleged admissions were ambiguous and credibility issues arising from the July 13, 1998 meetings must be resolved at trial; therefore summary judgment declaring Alexander President was dismissed. Under the low threshold for amendments, the court allowed adding Precious and an alternative winding up claim but denied amendment to enforce the January 2001 purchase offer because it raised a new cause of action and would unfairly prejudice the respondents.

Court Disposition

Alexander's application for declaratory relief that he is President dismissed; Hardman's application to add Dr. Precious as a plaintiff granted; Hardman's application to add a claim for winding up granted; Hardman's application to amend pleadings to enforce January 2001 offer to purchase dismissed.

Orders

  • Dismiss Alexander's application for declaratory relief that Alexander is President of Herman's Point Development Limited.
  • Grant Hardman's amendment to add Dr. Precious as a plaintiff.